Common use of Stock Options; Restricted Stock Clause in Contracts

Stock Options; Restricted Stock. (a) All of Executive’s options to purchase Company’s common stock (“Options”) that vested before the Termination Date will be cancelled and forfeited unless exercised by the earlier of: (a) ninety (90) days after the Termination Date; or (b) the expiration of the stock option. Pursuant to the schedule set forth in Attachment A to this Agreement, 98,934 of Executive’s outstanding, unvested Options will be accelerated to vest on the Termination Date. These accelerated Options will be cancelled and forfeited unless exercised by the earlier of: (a) ninety (90) days after the Termination Date; or (b) the expiration of the stock option. All Options are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive. Executive shall not be eligible to receive any equity-based awards in the future. (b) Pursuant to the schedule set forth in Attachment A to this Agreement, the restrictions on Executive’s 19,283 outstanding restricted shares of Company’s common stock (“Restricted Shares”) are hereby amended to no longer be subject to risk of forfeiture on the Termination Date. The 19,283 Restricted Shares may not be transferred until the following dates: 4,608 Restricted Shares may be transferred as of March 23, 2016; 1,954 Restricted Shares may be transferred as of September 26, 2016; and 12,721 Restricted Shares may be transferred as of February 01, 2017. Executive and Company agree that Company shall not be required to issue any share to Executive before the date the share may be transferred, as set forth in this Paragraph 5(b), except to accommodate the sales of shares for tax purposes as set forth in Paragraph 5(c), below. All other shares of Executive’s Restricted Shares shall be forfeited on the Termination Date. All 19,283 Restricted Shares are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive. (c) Executive and Company acknowledge that the Restricted Shares referenced in Paragraph 5(b) shall constitute taxable income to Executive at the time of lapse of risk of forfeiture on the Termination Date; and that the Options referenced in Paragraph 5(a) shall be taxable to Executive when such Options are exercised. Accordingly, Executive acknowledges the Executive’s obligations to pay all related applicable federal, state and local income and employment taxes, and that Company is required to withhold applicable taxes with respect to these Restricted Shares and vested Options. Accordingly, Executive hereby authorizes Company to withhold and surrender to Company a sufficient number of shares necessary to satisfy said withholding obligations. (d) Executive will earn all Performance Shares earned under the terms of Executive’s FY2013-FY2015 Performance Share Award Agreement. Executive’s Performance Share Grants for the FY2014-2016 and FY2015-2017 will be forfeited and Executive will receive a lump sum cash payout in the amount of $1,300,094 in lieu of any payment under these awards. Such payment will be made no later than fifteen (15) days following April 22, 2016. Executive will not be entitled to any further payments relating to Performance Shares. (e) Executive is solely responsible for ensuring that the Executive’s equity awards are properly credited, exercised and handled as provided by the terms of the awards as modified by this Agreement. Executive acknowledges that the Executive may not rely on the Xxxxxxx Xxxxx website to determine the exercise or expiration dates of the Executive’s equity awards. Executive should direct any inquiries to the Atlanta Branch of Xxxxxxx Xxxxx at 000-000-0000; however, Company is not responsible for any incorrect information Executive might receive from Xxxxxxx Xxxxx.

Stock Options; Restricted Stock. (a) All of As an incentive for the Executive’s future performance in improving shareholder value, the Company granted to the Executive options to purchase Companythree hundred fifty thousand (350,000) shares of Hanger’s common stock, $0.01 par value per share (the “Stock”), with such options being valued at the closing price of the Stock on the effective date of the Original Agreement. The Company also granted to the Executive options to purchase a minimum of one hundred thousand (100,000) shares of Stock on each of the first, second, and third anniversaries of the Original Agreement. The Executive may participate in future awards of options to purchase Stock or restricted shares in a manner consistent with any stock (“Options”) that vested before option plan or restricted share plan adopted by Hanger for its senior corporate officers. Option or restricted share grants subsequent to the Termination Date will foregoing initial three year period shall be cancelled and forfeited unless exercised based upon targets adopted annually by the earlier of: (a) ninety (90) days after Board of Directors, which targets may be derived from budgets generated by Hanger’s management, and the Termination Date; determination as to the amount of such options or (b) restricted shares, if any, shall be at the expiration sole discretion of the stock option. Pursuant to the schedule set forth in Attachment A to this Agreement, 98,934 Board of Executive’s outstanding, unvested Options will be accelerated to vest on the Termination Date. These accelerated Options will be cancelled and forfeited unless exercised by the earlier of: (a) ninety (90) days after the Termination Date; or (b) the expiration of the stock option. All Options are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive. Executive shall not be eligible to receive any equity-based awards in the futureDirectors. (b) Pursuant The options or restricted shares provided in subparagraph (a) of this Section 3.3 shall be evidenced by a stock option agreement or restricted share agreement (“Stock Agreement”) between the Executive and Hanger, which Stock Agreement shall provide for a vesting schedule of four (4) years, in equal parts, of the options or restricted shares granted thereunder. Notwithstanding any provisions now or hereafter existing under any stock incentive plan of Hanger, all options or restricted shares granted to the schedule set forth Executive shall vest in Attachment A to this Agreement, the restrictions on Executive’s 19,283 outstanding restricted shares of Company’s common stock (“Restricted Shares”) are hereby amended to no longer be subject to risk of forfeiture on full immediately upon the Termination Date. The 19,283 Restricted Shares may not be transferred until Date except for termination of employment pursuant to Section 6.3 or Section 6.5(a) hereof, and the following dates: 4,608 Restricted Shares may be transferred as of March 23Executive (or his estate or legal representative, 2016; 1,954 Restricted Shares may be transferred as of September 26if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such options, 2016; and 12,721 Restricted Shares may be transferred as of February 01, 2017. Executive and Company agree that Company shall not be required to issue any share to Executive before the date the share may be transferred, as set forth in this Paragraph 5(b), except to accommodate the sales of shares for tax purposes as set forth in Paragraph 5(c), below. All other shares of Executive’s Restricted Shares shall be forfeited on the Termination Date. All 19,283 Restricted Shares are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executiveif applicable. (c) Notwithstanding any provisions now or hereafter existing under any stock option plan or restricted share plan of Hanger, in the event of a Change in Control (as hereinafter defined), all options or restricted shares provided to the Executive pursuant to Section 3.3(a) of the Original Agreement or any Stock Agreement shall be granted and Company acknowledge that shall immediately fully vest as of the Restricted Shares referenced date of such Change in Paragraph 5(b) shall constitute taxable income to Executive Control with such options or restricted shares being valued at the time closing price of lapse of risk of forfeiture Hanger’s common stock on the Termination Date; and that day prior to the Options referenced day of the Change in Paragraph 5(a) shall be taxable to Executive when such Options are exercised. Accordingly, Executive acknowledges the Executive’s obligations to pay all related applicable federal, state and local income and employment taxes, and that Company is required to withhold applicable taxes with respect to these Restricted Shares and vested Options. Accordingly, Executive hereby authorizes Company to withhold and surrender to Company a sufficient number of shares necessary to satisfy said withholding obligationsControl. (d) For purposes of this Agreement, a “Change in Control” shall be deemed to exist if: (i) a person, as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (other than the Executive will earn all Performance Shares earned under or a group including the terms Executive), either (A) acquires twenty percent (20%) or more of Executive’s FY2013-FY2015 Performance Share Award Agreement. Executive’s Performance Share Grants for the FY2014-2016 combined voting power of the outstanding securities of Hanger having the right to vote in elections of directors and FY2015-2017 will be forfeited and Executive will receive a lump sum cash payout in the amount of $1,300,094 in lieu of any payment under these awards. Such payment will be made no later than fifteen such acquisition shall not have been approved within sixty (1560) days following April 22such acquisition by a majority of the Continuing Directors (as hereinafter defined) then in office, 2016. Executive will not be entitled or (B) acquires fifty percent (50%) or more of the combined voting power of the outstanding securities of Hanger having a right to vote in elections of directors; or (ii) Continuing Directors shall for any further payments relating reason cease to Performance Sharesconstitute a majority of the Board of Directors; or (iii) Hanger disposes of all or substantially all of the business of Hanger to a party or parties other than a subsidiary or other affiliate of Hanger pursuant to a partial or complete liquidation of Hanger, sale of assets (including stock of a subsidiary of Hanger) or otherwise; or (iv) the Board of Directors approves Hanger’s consolidation or merger with or into any other person (other than a wholly-owned subsidiary of Hanger), or any other person’s consolidation or merger with or into Hanger, which results in all or part of the outstanding shares of Stock being changed in any way or converted into or exchanged for stock or other securities or cash or any other property. (e) Executive is solely responsible for ensuring that For purposes of this Agreement, the Executive’s equity awards are properly credited, exercised and handled as provided by the terms term “Continuing Director” shall mean a member of the awards as modified by this Agreement. Executive acknowledges that Board of Directors who either was a member of the Executive may not rely Board of Directors on the Xxxxxxx Xxxxx website to determine the exercise date hereof or expiration dates who subsequently became a Director of Hanger and whose election, or nomination for election, was approved by a vote of at least two-thirds (2/3) of the Executive’s equity awards. Executive should direct any inquiries to the Atlanta Branch of Xxxxxxx Xxxxx at 000-000-0000; however, Company is not responsible for any incorrect information Executive might receive from Xxxxxxx XxxxxContinuing Directors then in office.

Stock Options; Restricted Stock. (a) All of As an incentive for the Executive’s future performance in improving shareholder value, the Company shall grant to the Executive options to purchase Companythree hundred fifty thousand (350,000) shares of Hanger’s common stock, $0.01 par value per share (the “Stock”), with such options being valued at the closing price of the Stock on the effective date of the Original Agreement. The Company shall also grant to the Executive options to purchase a minimum of one hundred thousand (100,000) shares of Stock on each of the first, second, and third anniversaries of the Original Agreement. The Executive may participate in future awards of options to purchase Stock or restricted shares in a manner consistent with any stock (“Options”) that vested before option plan or restricted share plan adopted by Hanger for its senior corporate officers. Option or restricted share grants subsequent to the Termination Date will foregoing initial three year period shall be cancelled and forfeited unless exercised based upon targets adopted annually by the earlier of: (a) ninety (90) days after Board of Directors, which targets may be derived from budgets generated by Hanger’s management, and the Termination Date; determination as to the amount of such options or (b) restricted shares, if any, shall be at the expiration sole discretion of the stock option. Pursuant to the schedule set forth in Attachment A to this Agreement, 98,934 Board of Executive’s outstanding, unvested Options will be accelerated to vest on the Termination Date. These accelerated Options will be cancelled and forfeited unless exercised by the earlier of: (a) ninety (90) days after the Termination Date; or (b) the expiration of the stock option. All Options are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive. Executive shall not be eligible to receive any equity-based awards in the futureDirectors. (b) Pursuant The options or restricted shares provided in subparagraph (a) of this Section 3.3 shall be evidenced by a stock option agreement or restricted share grant agreement (“Stock Agreement”) between the Executive and Hanger, which Stock Agreement shall provide for a vesting schedule of four (4) years, in equal parts, of the options or restricted shares granted thereunder. Notwithstanding any provisions now or hereafter existing under any stock incentive plan of Hanger, all options or restricted shares granted to the schedule set forth Executive shall vest in Attachment A to this Agreement, the restrictions on Executive’s 19,283 outstanding restricted shares of Company’s common stock (“Restricted Shares”) are hereby amended to no longer be subject to risk of forfeiture on full immediately upon the Termination Date. The 19,283 Restricted Shares may not be transferred until Date except for termination of employment pursuant to Section 6.3 or Section 6.5(a) hereof, and the following dates: 4,608 Restricted Shares may be transferred as of March 23Executive (or his estate or legal representative, 2016; 1,954 Restricted Shares may be transferred as of September 26if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such options, 2016; and 12,721 Restricted Shares may be transferred as of February 01, 2017. Executive and Company agree that Company shall not be required to issue any share to Executive before the date the share may be transferred, as set forth in this Paragraph 5(b), except to accommodate the sales of shares for tax purposes as set forth in Paragraph 5(c), below. All other shares of Executive’s Restricted Shares shall be forfeited on the Termination Date. All 19,283 Restricted Shares are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executiveif applicable. (c) Notwithstanding any provisions now or hereafter existing under any stock option plan or restricted share plan of Hanger, in the event of a Change in Control (as hereinafter defined), all options or restricted shares provided to the Executive pursuant to Section 3.3(a) of the Original Agreement or any Stock Agreement shall be granted and Company acknowledge that shall immediately fully vest as of the Restricted Shares referenced date of such Change in Paragraph 5(b) shall constitute taxable income to Executive Control with such options or restricted shares being valued at the time closing price of lapse of risk of forfeiture Hanger’s common stock on the Termination Date; and that day prior to the Options referenced day of the Change in Paragraph 5(a) shall be taxable to Executive when such Options are exercised. Accordingly, Executive acknowledges the Executive’s obligations to pay all related applicable federal, state and local income and employment taxes, and that Company is required to withhold applicable taxes with respect to these Restricted Shares and vested Options. Accordingly, Executive hereby authorizes Company to withhold and surrender to Company a sufficient number of shares necessary to satisfy said withholding obligationsControl. (d) For purposes of this Agreement, a “Change in Control” shall be deemed to exist if: (i) a person, as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (other than the Executive will earn all Performance Shares earned under or a group including the terms Executive), either (A) acquires twenty percent (20%) or more of Executive’s FY2013-FY2015 Performance Share Award Agreement. Executive’s Performance Share Grants for the FY2014-2016 combined voting power of the outstanding securities of Hanger having the right to vote in elections of directors and FY2015-2017 will be forfeited and Executive will receive a lump sum cash payout in the amount of $1,300,094 in lieu of any payment under these awards. Such payment will be made no later than fifteen such acquisition shall not have been approved within sixty (1560) days following April 22such acquisition by a majority of the Continuing Directors (as hereinafter defined) then in office, 2016. Executive will not be entitled or (B) acquires fifty percent (50%) or more of the combined voting power of the outstanding securities of Hanger having a right to vote in elections of directors; or (ii) Continuing Directors shall for any further payments relating reason cease to Performance Sharesconstitute a majority of the Board of Directors; or (iii) Hanger disposes of all or substantially all of the business of Hanger to a party or parties other than a subsidiary or other affiliate of Hanger pursuant to a partial or complete liquidation of Hanger, sale of assets (including stock of a subsidiary of Hanger) or otherwise; or (iv) the Board of Directors approves Hanger’s consolidation or merger with or into any other person (other than a wholly-owned subsidiary of Hanger), or any other person’s consolidation or merger with or into Hanger, which results in all or part of the outstanding shares of Stock being changed in any way or converted into or exchanged for stock or other securities or cash or any other property. (e) Executive is solely responsible for ensuring that For purposes of this Agreement, the Executive’s equity awards are properly credited, exercised and handled as provided by the terms term “Continuing Director” shall mean a member of the awards as modified by this Agreement. Executive acknowledges that Board of Directors who either was a member of the Executive may not rely Board of Directors on the Xxxxxxx Xxxxx website to determine the exercise date hereof or expiration dates who subsequently became a Director of Hanger and whose election, or nomination for election, was approved by a vote of at least two-thirds (2/3) of the Executive’s equity awards. Executive should direct any inquiries to the Atlanta Branch of Xxxxxxx Xxxxx at 000-000-0000; however, Company is not responsible for any incorrect information Executive might receive from Xxxxxxx XxxxxContinuing Directors then in office.

Stock Options; Restricted Stock. (a) All of Executive’s In addition to the Base Salary, Executive may have the opportunity to receive options to purchase Company’s common stock (“Options”) that vested before or restricted shares of stock of Hanger in a manner consistent with any stock option or restricted share plan adopted by Hanger. The determination as to the Termination Date will amount of stock, if any, to be cancelled and forfeited unless exercised by purchased under such stock option or restricted share plan shall be subject to the earlier of: (a) ninety (90) days after the Termination Date; or (b) the expiration sole discretion of the stock option. Pursuant to the schedule set forth in Attachment A to this Agreement, 98,934 Board of Executive’s outstanding, unvested Options will be accelerated to vest on the Termination Date. These accelerated Options will be cancelled and forfeited unless exercised by the earlier of: (a) ninety (90) days after the Termination Date; Directors of Hanger or (b) the expiration of the stock option. All Options are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive. Executive shall not be eligible to receive any equity-based awards in the futurea committee thereof. (b) Pursuant to the schedule set forth in Attachment A to this AgreementExecutive received a special, the restrictions on Executive’s 19,283 outstanding time-based grant of fifteen thousand (15,000) restricted shares of Company’s common stock (“Restricted Shares”) are hereby amended to no longer be subject to risk of forfeiture on the Termination Date. The 19,283 Restricted Shares may not be transferred until the following dates: 4,608 Restricted Shares may be transferred as of March 23, 2016; 1,954 Restricted Shares may be transferred as of September 26, 2016; and 12,721 Restricted Shares may be transferred as of February 01, 2017. Executive and Company agree that Company shall not be required to issue any share to Executive before the date the share may be transferredHanger stock, as set forth in this Paragraph 5(b), except to accommodate the sales of shares for tax purposes as set forth in Paragraph 5(c), below. All other shares of Executive’s Restricted Shares shall be forfeited on the Termination Date. All 19,283 Restricted Shares are subject to forfeiture for any breach as provided in the paragraph titled Breach by ExecutivePrior Agreement. (c) The options or restricted shares provided in subparagraph (a) and subparagraph (b) of this Section 3.3 shall be or were evidenced by a stock option agreement or restricted share agreement (each, a “Stock Agreement”) between Executive and Company acknowledge that Hanger, which Stock Agreement shall or did provide for a vesting schedule of four (4) years, in equal parts, of the Restricted Shares referenced options or restricted shares granted thereunder. Notwithstanding any provisions now or hereafter existing under any stock incentive plan of Hanger, all options or restricted shares granted to Executive shall vest in Paragraph 5(bfull immediately upon the Termination Date except for termination of employment pursuant to Section 4.3 or Section 4.5 hereof, and Executive (or his estate or legal representative, if applicable) shall constitute taxable income thereafter have twelve (12) months from such Termination Date to Executive at the time of lapse of risk of forfeiture on the Termination Date; and that the Options referenced in Paragraph 5(a) shall be taxable to Executive when exercise such Options are exercised. Accordinglyoptions, Executive acknowledges the Executive’s obligations to pay all related applicable federal, state and local income and employment taxes, and that Company is required to withhold applicable taxes with respect to these Restricted Shares and vested Options. Accordingly, Executive hereby authorizes Company to withhold and surrender to Company a sufficient number of shares necessary to satisfy said withholding obligationsif applicable. (d) Executive will earn all Performance Shares earned Notwithstanding any provisions now or hereafter existing under the terms any stock option plan or restricted share plan of Executive’s FY2013-FY2015 Performance Share Award Agreement. Executive’s Performance Share Grants for the FY2014-2016 and FY2015-2017 will be forfeited and Executive will receive a lump sum cash payout Hanger, in the amount event of $1,300,094 a Change in lieu Control (as hereinafter defined), all options or restricted shares provided to Executive pursuant to Section 3.3(a) or Section 3.3(b) of this Agreement or any payment under these awards. Such payment will Stock Agreement shall be made no later than fifteen (15) days following April 22, 2016. Executive will not be entitled granted and shall immediately fully vest as of the date of such Change in Control with such options or restricted shares being valued at the closing price of Hanger’s common stock on the day prior to any further payments relating to Performance Sharesthe day of the Change in Control. (e) Executive is solely responsible for ensuring that the Executive’s equity awards are properly creditedFor purposes of this Agreement, exercised a “Change in Control” shall be deemed to exist if: (i) a person, as defined in Sections 13(d) and handled as provided by the terms 14(d) of the awards Securities Exchange Act of 1934 (other than Executive or a group including Executive), either (A) acquires twenty percent (20%) or more of the combined voting power of the outstanding securities of Hanger having the right to vote in elections of directors and such acquisition shall not have been approved within sixty (60) days following such acquisition by a majority of the Continuing Directors (as modified by hereinafter defined) then in office, or (B) acquires fifty percent (50%) or more of the combined voting power of the outstanding securities of Hanger having a right to vote in elections of directors; or (ii) Continuing Directors shall for any reason cease to constitute a majority of the Board of Directors; or (iii) Hanger disposes of all or substantially all of the business of Hanger to a party or parties other than a subsidiary or other affiliate of Hanger pursuant to a partial or complete liquidation of Hanger, sale of assets (including stock of a subsidiary of Hanger) or otherwise; or (iv) the Board of Directors approves Hanger’s consolidation or merger with or into any other person (other than a wholly-owned subsidiary of Hanger), or any other person’s consolidation or merger with or into Hanger, which results in all or part of the outstanding shares of Stock being changed in any way or converted into or exchanged for stock or other securities or cash or any other property. (f) For purposes of this Agreement. Executive acknowledges that , the Executive may not rely term “Continuing Director” shall mean a member of the Board of Directors who either was a member of the Board of Directors on the Xxxxxxx Xxxxx website to determine the exercise date hereof or expiration dates who subsequently became a Director of Hanger and whose election, or nomination for election, was approved by a vote of at least two-thirds (2/3) of the Executive’s equity awards. Executive should direct any inquiries to the Atlanta Branch of Xxxxxxx Xxxxx at 000-000-0000; however, Company is not responsible for any incorrect information Executive might receive from Xxxxxxx XxxxxContinuing Directors then in office.

Stock Options; Restricted Stock. (a) All In addition to the compensation described in Section 3.1 and Section 3.2 of Executive’s this Agreement, the Executive may have the opportunity to receive options to purchase Company’s common stock (“Options”) that vested before or restricted shares of stock of Hanger in a manner consistent with any stock option or restricted share plan adopted by Hanger. The determination as to the Termination Date will amount of stock, if any, to be cancelled and forfeited unless exercised by purchased under such stock option or restricted share plan shall be subject to the earlier of: (a) ninety (90) days after the Termination Date; or (b) the expiration sole discretion of the stock option. Pursuant to the schedule set forth in Attachment A to this Agreement, 98,934 Board of Executive’s outstanding, unvested Options will be accelerated to vest on the Termination Date. These accelerated Options will be cancelled and forfeited unless exercised by the earlier of: (a) ninety (90) days after the Termination Date; Directors of Hanger or (b) the expiration of the stock option. All Options are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive. Executive shall not be eligible to receive any equity-based awards in the futurea committee thereof. (b) Pursuant to As an incentive for the schedule set forth Executive’s future performance in Attachment A to this Agreementimproving shareholder value, the restrictions on Executive’s 19,283 outstanding Executive shall receive (i) a time-based grant of Seven Hundred Fifty Thousand Dollars ($750,000.00) worth of restricted shares of Company’s common Hanger stock (“Restricted Shares2014 Grant”); and (ii) are hereby amended a special, time-based grant for the calendar year 2014 of Five Hundred Thousand Dollars ($500,000.00) worth of restricted shares of Hanger stock (“Sign-On Grant”). The grant date of the 2014 Grant and the Sign-On Grant shall be within fourteen (14) days after the Commencement Date. The vesting schedule for the 2014 Grant and the Sign-On Grant shall conform to no longer the vesting schedule described in Section 3.3(c) of this Agreement and the Stock Agreement (as hereinafter defined). The 2014 Grant and the Sign-On Grant shall be subject to risk such other terms and conditions as reasonably determined by Hanger’s Board of forfeiture on Directors or a committee thereof, consistent with the Termination Date. The 19,283 Restricted Shares may not be transferred until terms and conditions of the following dates: 4,608 Restricted Shares may be transferred as of March 23, 2016; 1,954 Restricted Shares may be transferred as of September 26, 2016; applicable stock incentive plan and 12,721 Restricted Shares may be transferred as of February 01, 2017. Executive and Company agree that Company shall not be required to issue any restricted share to Executive before the date the share may be transferred, as set forth in this Paragraph 5(bgrant agreement(s), except to accommodate the sales of shares for tax purposes as set forth in Paragraph 5(c), below. All other shares of Executive’s Restricted Shares shall be forfeited on the Termination Date. All 19,283 Restricted Shares are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive. (c) Executive The options or restricted shares provided in Section 3.3(a) and Company acknowledge that the Restricted Shares referenced in Paragraph 5(b) shall constitute taxable income to Executive at the time of lapse of risk of forfeiture on the Termination Date; and that the Options referenced in Paragraph 5(aSection 3.3(b) shall be taxable evidenced by one or more stock option agreements or restricted share grant agreements (each, a “Stock Agreement”) between the Executive and Hanger, which Stock Agreement(s) shall provide for a vesting schedule of four (4) years, in equal parts, of the options or restricted shares granted thereunder. Notwithstanding any provisions now or hereafter existing under any stock incentive plan of Hanger, all options or restricted shares granted to the Executive when such Options are exercised. Accordingly, Executive acknowledges shall vest in full immediately upon the Executive’s obligations Termination Date except for termination of employment pursuant to pay all related applicable federal, state and local income and employment taxesSection 4.3 or Section 4.5 hereof, and that Company is required the Executive (or his estate or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to withhold applicable taxes with respect to these Restricted Shares and vested Options. Accordinglyexercise such options, Executive hereby authorizes Company to withhold and surrender to Company a sufficient number of shares necessary to satisfy said withholding obligationsif applicable. (d) Executive will earn all Performance Shares earned Notwithstanding any provisions now or hereafter existing under the terms any stock option plan or restricted share plan of Executive’s FY2013-FY2015 Performance Share Award Agreement. Executive’s Performance Share Grants for the FY2014-2016 and FY2015-2017 will be forfeited and Executive will receive a lump sum cash payout Hanger, in the amount event of $1,300,094 a Change in lieu Control (as hereinafter defined), all options or restricted shares provided to the Executive pursuant to Section 3.3(a) and Section 3.3(b) of this Agreement or any payment under these awards. Such payment will Stock Agreement shall be made no later than fifteen (15) days following April 22, 2016. Executive will not be entitled granted and shall immediately fully vest as of the date of such Change in Control with such options or restricted shares being valued at the closing price of Hanger’s common stock on the day prior to any further payments relating to Performance Sharesthe day of the Change in Control. (e) For purposes of this Agreement, a “Change in Control” shall be deemed to exist if: (i) a person, as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (other than the Executive is solely responsible for ensuring that or a group including the Executive’s equity awards are properly credited), exercised and handled as provided by the terms either (A) acquires twenty percent (20%) or more of the awards combined voting power of the outstanding securities of Hanger having the right to vote in elections of directors and such acquisition shall not have been approved within sixty (60) days following such acquisition by a majority of the Continuing Directors (as modified by hereinafter defined) then in office, or (B) acquires fifty percent (50%) or more of the combined voting power of the outstanding securities of Hanger having a right to vote in elections of directors; or (ii) Continuing Directors shall for any reason cease to constitute a majority of the Board of Directors; or (iii) Hanger disposes of all or substantially all of the business of Hanger to a party or parties other than a subsidiary or other affiliate of Hanger pursuant to a partial or complete liquidation of Hanger, sale of assets (including stock of a subsidiary of Hanger) or otherwise; or (iv) the Board of Directors approves Hanger’s consolidation or merger with or into any other Person (other than a wholly-owned subsidiary of Hanger), or any other Person’s consolidation or merger with or into Hanger, which results in all or part of the outstanding shares of Stock being changed in any way or converted into or exchanged for stock or other securities or cash or any other property. (f) For purposes of this Agreement. Executive acknowledges that , the Executive may not rely term “Continuing Director” shall mean a member of the Board of Directors who either was a member of the Board of Directors on the Xxxxxxx Xxxxx website to determine the exercise date hereof or expiration dates who subsequently became a Director of Hanger and whose election, or nomination for election, was approved by a vote of at least two-thirds (2/3) of the Executive’s equity awards. Executive should direct any inquiries to the Atlanta Branch of Xxxxxxx Xxxxx at 000-000-0000; however, Company is not responsible for any incorrect information Executive might receive from Xxxxxxx XxxxxContinuing Directors then in office.

Stock Options; Restricted Stock. (a) All of As an incentive for the Executive’s future performance in improving shareholder value, the Company granted to the Executive options to purchase Companyone hundred fifty thousand (150,000) shares of Hanger’s common stock, $0.01 par value per share (the “Stock”), with such options being valued at the closing price of the Stock on the effective date of the Original Agreement. The Company also granted to the Executive options to purchase a minimum of forty-six thousand six hundred sixty-seven (46,667) shares of Stock on each of the first, second, and third anniversaries of the Original Agreement. The Executive may participate in future awards of options to purchase Stock or restricted shares in a manner consistent with any stock (“Options”) that vested before option plan or restricted share plan adopted by Hanger for its senior corporate officers. Option or restricted share grants subsequent to the Termination Date will foregoing initial three-year period shall be cancelled and forfeited unless exercised based upon targets adopted annually by the earlier of: (a) ninety (90) days after Board of Directors, which targets may be derived from budgets generated by Hanger’s management, and the Termination Date; determination as to the amount of such options or (b) restricted shares, if any, shall be at the expiration sole discretion of the stock option. Pursuant to the schedule set forth in Attachment A to this Agreement, 98,934 Board of Executive’s outstanding, unvested Options will be accelerated to vest on the Termination Date. These accelerated Options will be cancelled and forfeited unless exercised by the earlier of: (a) ninety (90) days after the Termination Date; or (b) the expiration of the stock option. All Options are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive. Executive shall not be eligible to receive any equity-based awards in the futureDirectors. (b) Pursuant The options or restricted shares provided in subparagraph (a) of this Section 3.3 shall be evidenced by a stock option agreement or restricted share agreement (“Stock Agreement”) between the Executive and Hanger, which Stock Agreement shall provide for a vesting schedule of four (4) years, in equal parts, of the options or restricted shares granted thereunder. Notwithstanding any provisions now or hereafter existing under any stock incentive plan of Hanger, all options or restricted shares granted to the schedule set forth Executive shall vest in Attachment A to this Agreement, the restrictions on Executive’s 19,283 outstanding restricted shares of Company’s common stock (“Restricted Shares”) are hereby amended to no longer be subject to risk of forfeiture on full immediately upon the Termination Date. The 19,283 Restricted Shares may not be transferred until Date except for termination of employment pursuant to Section 6.3 or Section 6.5 hereof, and the following dates: 4,608 Restricted Shares may be transferred as of March 23Executive (or his estate or legal representative, 2016; 1,954 Restricted Shares may be transferred as of September 26if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such options, 2016; and 12,721 Restricted Shares may be transferred as of February 01, 2017. Executive and Company agree that Company shall not be required to issue any share to Executive before the date the share may be transferred, as set forth in this Paragraph 5(b), except to accommodate the sales of shares for tax purposes as set forth in Paragraph 5(c), below. All other shares of Executive’s Restricted Shares shall be forfeited on the Termination Date. All 19,283 Restricted Shares are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executiveif applicable. (c) Notwithstanding any provisions now or hereafter existing under any stock option plan or restricted share plan of Hanger, in the event of a Change in Control (as hereinafter defined), all options or restricted shares provided to the Executive pursuant to Section 3.3(a) of the Original Agreement or any Stock Agreement shall be granted and Company acknowledge that shall immediately fully vest as of the Restricted Shares referenced date of such Change in Paragraph 5(b) shall constitute taxable income to Executive Control with such options or restricted shares being valued at the time closing price of lapse of risk of forfeiture Hanger’s common stock on the Termination Date; and that day prior to the Options referenced day of the Change in Paragraph 5(a) shall be taxable to Executive when such Options are exercised. Accordingly, Executive acknowledges the Executive’s obligations to pay all related applicable federal, state and local income and employment taxes, and that Company is required to withhold applicable taxes with respect to these Restricted Shares and vested Options. Accordingly, Executive hereby authorizes Company to withhold and surrender to Company a sufficient number of shares necessary to satisfy said withholding obligationsControl. (d) For purposes of this Agreement, a “Change in Control” shall be deemed to exist if: (i) a person, as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (other than the Executive will earn all Performance Shares earned under or a group including the terms Executive), either (A) acquires twenty percent (20%) or more of Executive’s FY2013-FY2015 Performance Share Award Agreement. Executive’s Performance Share Grants for the FY2014-2016 combined voting power of the outstanding securities of Hanger having the right to vote in elections of directors and FY2015-2017 will be forfeited and Executive will receive a lump sum cash payout in the amount of $1,300,094 in lieu of any payment under these awards. Such payment will be made no later than fifteen such acquisition shall not have been approved within sixty (1560) days following April 22such acquisition by a majority of the Continuing Directors (as hereinafter defined) then in office, 2016. Executive will not be entitled or (B) acquires fifty percent (50%) or more of the combined voting power of the outstanding securities of Hanger having a right to vote in elections of directors; or (ii) Continuing Directors shall for any further payments relating reason cease to Performance Sharesconstitute a majority of the Board of Directors; or (iii) Hanger disposes of all or substantially all of the business of Hanger to a party or parties other than a subsidiary or other affiliate of Hanger pursuant to a partial or complete liquidation of Hanger, sale of assets (including stock of a subsidiary of Hanger) or otherwise; or (iv) the Board of Directors approves Hanger’s consolidation or merger with or into any other person (other than a wholly-owned subsidiary of Hanger), or any other person’s consolidation or merger with or into Hanger, which results in all or part of the outstanding shares of Stock being changed in any way or converted into or exchanged for stock or other securities or cash or any other property. (e) Executive is solely responsible for ensuring that For purposes of this Agreement, the Executive’s equity awards are properly credited, exercised and handled as provided by the terms term “Continuing Director” shall mean a member of the awards as modified by this Agreement. Executive acknowledges that Board of Directors who either was a member of the Executive may not rely Board of Directors on the Xxxxxxx Xxxxx website to determine the exercise date hereof or expiration dates who subsequently became a Director of Hanger and whose election, or nomination for election, was approved by a vote of at least two-thirds (2/3) of the Executive’s equity awards. Executive should direct any inquiries to the Atlanta Branch of Xxxxxxx Xxxxx at 000-000-0000; however, Company is not responsible for any incorrect information Executive might receive from Xxxxxxx XxxxxContinuing Directors then in office.

Stock Options; Restricted Stock. (a) All In addition to the compensation described in Section 3.1 and Section 3.2 of Executive’s this Agreement, Executive may have the opportunity to receive options to purchase Company’s common stock (“Options”) that vested before or restricted shares of stock of Hanger in a manner consistent with any stock option or restricted share plan adopted by Hanger. The determination as to the Termination Date will amount of stock, if any, to be cancelled and forfeited unless exercised by purchased under such stock option or restricted share plan shall be subject to the earlier of: (a) ninety (90) days after the Termination Date; or (b) the expiration sole discretion of the stock option. Pursuant to the schedule set forth in Attachment A to this Agreement, 98,934 Board of Executive’s outstanding, unvested Options will be accelerated to vest on the Termination Date. These accelerated Options will be cancelled and forfeited unless exercised by the earlier of: (a) ninety (90) days after the Termination Date; Directors of Hanger or (b) the expiration of the stock option. All Options are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive. Executive shall not be eligible to receive any equity-based awards in the futurea committee thereof. (b) Pursuant to the schedule set forth in Attachment A to this Agreement, the restrictions on As an incentive for Executive’s 19,283 outstanding future performance in improving shareholder value, Executive will be entitled to receive a special, time-based grant of twenty thousand (20,000) restricted shares of Company’s common Hanger stock (“Restricted SharesSpecial Grant”). The grant date of the Special Grant shall be no later than fourteen (14) are hereby amended to no longer be subject to risk of forfeiture on days after the Termination Commencement Date. The 19,283 Restricted Shares may not be transferred until vesting schedule for the following dates: 4,608 Restricted Shares may be transferred Special Grant shall conform to the vesting schedule described in Section 3.3(c) of this Agreement and the Stock Agreement (as of March 23, 2016; 1,954 Restricted Shares may be transferred as of September 26, 2016; and 12,721 Restricted Shares may be transferred as of February 01, 2017. Executive and Company agree that Company shall not be required to issue any share to Executive before the date the share may be transferred, as set forth in this Paragraph 5(bhereinafter defined), except to accommodate the sales of shares for tax purposes as set forth in Paragraph 5(c), below. All other shares of Executive’s Restricted Shares shall be forfeited on the Termination Date. All 19,283 Restricted Shares are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive. (c) In addition to the Special Grant, the Company shall, no later than fourteen (14) days after the Commencement Date, grant to the Executive a minimum of twenty thousand (20,000) restricted shares of Hanger stock (“2008 Grant”), with thirteen thousand four hundred (13,400) of those shares being performance-based restricted shares and Company acknowledge that the Restricted Shares referenced in Paragraph 5(bsix thousand six hundred (6,600) of those shares being time-based restricted shares. The Executive shall constitute taxable income also be entitled to Executive at the time receive a grant of lapse no fewer than twenty thousand (20,000) additional restricted shares of risk of forfeiture Hanger stock (“Additional Grant”) on the Termination Date; or before March 31, 2010. The 2008 Grant and that the Options referenced in Paragraph 5(a) Additional Grant shall be taxable subject to Executive when such Options are exercised. Accordinglyother terms and conditions as reasonably determined by Hanger’s Board of Directors or a committee thereof, Executive acknowledges consistent with the Executive’s obligations to pay all related terms and conditions of the applicable federal, state stock incentive plan and local income and employment taxes, and that Company is required to withhold applicable taxes with respect to these Restricted Shares and vested Options. Accordingly, Executive hereby authorizes Company to withhold and surrender to Company a sufficient number of shares necessary to satisfy said withholding obligationsrestricted share grant agreement(s). (d) The options or restricted shares provided in Section 3.3(a) and Section 3.3(b) shall be evidenced by one or more stock option agreements or restricted share grant agreements (each, a “Stock Agreement”) between the Executive will earn and Hanger, which Stock Agreement(s) shall provide for a vesting schedule of four (4) years, in equal parts, of the options or restricted shares granted thereunder. Notwithstanding any provisions now or hereafter existing under any stock incentive plan of Hanger, all Performance Shares earned under options or restricted shares granted to the terms Executive shall vest in full immediately upon the Termination Date except for termination of Executive’s FY2013-FY2015 Performance Share Award Agreement. Executive’s Performance Share Grants for employment pursuant to Section 4.3 or Section 4.5 hereof, and the FY2014-2016 and FY2015-2017 will be forfeited and Executive will receive a lump sum cash payout in the amount of $1,300,094 in lieu of any payment under these awards. Such payment will be made no later than fifteen (15or his estate or legal representative, if applicable) days following April 22shall thereafter have twelve (12) months from such Termination Date to exercise such options, 2016. Executive will not be entitled to any further payments relating to Performance Sharesif applicable. (e) Notwithstanding any provisions now or hereafter existing under any stock option plan or restricted share plan of Hanger, in the event of a Change in Control (as hereinafter defined), all options or restricted shares provided to the Executive is solely responsible for ensuring that pursuant to Section 3.3(a), Section 3.3(b) and Section 3.3(c) of this Agreement or any Stock Agreement shall be granted and shall immediately fully vest as of the date of such Change in Control with such options or restricted shares being valued at the closing price of Hanger’s common stock on the day prior to the day of the Change in Control. (f) For purposes of this Agreement, a “Change in Control” shall be deemed to exist if: (i) a person, as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (other than the Executive or a group including the Executive’s equity awards are properly credited), exercised and handled as provided by the terms either (A) acquires twenty percent (20%) or more of the awards combined voting power of the outstanding securities of Hanger having the right to vote in elections of directors and such acquisition shall not have been approved within sixty (60) days following such acquisition by a majority of the Continuing Directors (as modified by hereinafter defined) then in office, or (B) acquires fifty percent (50%) or more of the combined voting power of the outstanding securities of Hanger having a right to vote in elections of directors; or (ii) Continuing Directors shall for any reason cease to constitute a majority of the Board of Directors; or (iii) Hanger disposes of all or substantially all of the business of Hanger to a party or parties other than a subsidiary or other affiliate of Hanger pursuant to a partial or complete liquidation of Hanger, sale of assets (including stock of a subsidiary of Hanger) or otherwise; or (iv) the Board of Directors approves Hanger’s consolidation or merger with or into any other Person (other than a wholly-owned subsidiary of Hanger), or any other Person’s consolidation or merger with or into Hanger, which results in all or part of the outstanding shares of Stock being changed in any way or converted into or exchanged for stock or other securities or cash or any other property. (g) For purposes of this Agreement. Executive acknowledges that , the Executive may not rely term “Continuing Director” shall mean a member of the Board of Directors who either was a member of the Board of Directors on the Xxxxxxx Xxxxx website to determine the exercise date hereof or expiration dates who subsequently became a Director of Hanger and whose election, or nomination for election, was approved by a vote of at least two-thirds (2/3) of the Executive’s equity awards. Executive should direct any inquiries to the Atlanta Branch of Xxxxxxx Xxxxx at 000-000-0000; however, Company is not responsible for any incorrect information Executive might receive from Xxxxxxx XxxxxContinuing Directors then in office.

Stock Options; Restricted Stock. (a) All of As an incentive for the Executive’s future performance in improving shareholder value, the Company shall grant to the Executive options to purchase Companyone hundred fifty thousand (150,000) shares of Hanger’s common stock, $0.01 par value per share (the “Stock”), with such options being valued at the closing price of the Stock on the effective date of the Original Agreement. The Company shall also grant to the Executive options to purchase a minimum of one hundred thousand (100,000) shares of Stock on each of the first, second, and third anniversaries of the Original Agreement. The Executive may participate in future awards of options to purchase Stock or restricted shares in a manner consistent with any stock (“Options”) that vested before option plan or restricted share plan adopted by Hanger for its senior corporate officers. Option or restricted share grants subsequent to the Termination Date will foregoing initial three year period shall be cancelled and forfeited unless exercised based upon targets adopted annually by the earlier of: (a) ninety (90) days after Board of Directors, which targets may be derived from budgets generated by Hanger’s management, and the Termination Date; determination as to the amount of such options or (b) restricted shares, if any, shall be at the expiration sole discretion of the stock option. Pursuant to the schedule set forth in Attachment A to this Agreement, 98,934 Board of Executive’s outstanding, unvested Options will be accelerated to vest on the Termination Date. These accelerated Options will be cancelled and forfeited unless exercised by the earlier of: (a) ninety (90) days after the Termination Date; or (b) the expiration of the stock option. All Options are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive. Executive shall not be eligible to receive any equity-based awards in the futureDirectors. (b) Pursuant The options or restricted shares provided in subparagraph (a) of this Section 3.3 shall be evidenced by a stock option agreement or restricted share grant agreement (“Stock Agreement”) between the Executive and Hanger, which Stock Agreement shall provide for a vesting schedule of four (4) years, in equal parts, of the options or restricted shares granted thereunder. Notwithstanding any provisions now or hereafter existing under any stock incentive plan of Hanger, all options or restricted shares granted to the schedule set forth Executive shall vest in Attachment A to this Agreement, the restrictions on Executive’s 19,283 outstanding restricted shares of Company’s common stock (“Restricted Shares”) are hereby amended to no longer be subject to risk of forfeiture on full immediately upon the Termination Date. The 19,283 Restricted Shares may not be transferred until Date except for termination of employment pursuant to Section 6.3 or Section 6.5(a) hereof, and the following dates: 4,608 Restricted Shares may be transferred as of March 23Executive (or his estate or legal representative, 2016; 1,954 Restricted Shares may be transferred as of September 26if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such options, 2016; and 12,721 Restricted Shares may be transferred as of February 01, 2017. Executive and Company agree that Company shall not be required to issue any share to Executive before the date the share may be transferred, as set forth in this Paragraph 5(b), except to accommodate the sales of shares for tax purposes as set forth in Paragraph 5(c), below. All other shares of Executive’s Restricted Shares shall be forfeited on the Termination Date. All 19,283 Restricted Shares are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executiveif applicable. (c) Notwithstanding any provisions now or hereafter existing under any stock option plan or restricted share plan of Hanger, in the event of a Change in Control (as hereinafter defined), all options or restricted shares provided to the Executive pursuant to Section 3.3(a) of the Original Agreement or any Stock Agreement shall be granted and Company acknowledge that shall immediately fully vest as of the Restricted Shares referenced date of such Change in Paragraph 5(b) shall constitute taxable income to Executive Control with such options or restricted shares being valued at the time closing price of lapse of risk of forfeiture Hanger’s common stock on the Termination Date; and that day prior to the Options referenced in Paragraph 5(a) shall be taxable to Executive when such Options are exercised. Accordingly, Executive acknowledges day of the Executive’s obligations to pay all related applicable federal, state and local income and employment taxes, and that Company is required to withhold applicable taxes with respect to these Restricted Shares and vested Options. Accordingly, Executive hereby authorizes Company to withhold and surrender to Company a sufficient number Change of shares necessary to satisfy said withholding obligationsControl. (d) For purposes of this Agreement, a “Change in Control” shall be deemed to exist if: (i) a person, as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (other than the Executive will earn all Performance Shares earned under or a group including the terms Executive), either (A) acquires twenty percent (20%) or more of Executive’s FY2013-FY2015 Performance Share Award Agreement. Executive’s Performance Share Grants for the FY2014-2016 combined voting power of the outstanding securities of Hanger having the right to vote in elections of directors and FY2015-2017 will be forfeited and Executive will receive a lump sum cash payout in the amount of $1,300,094 in lieu of any payment under these awards. Such payment will be made no later than fifteen such acquisition shall not have been approved within sixty (1560) days following April 22such acquisition by a majority of the Continuing Directors (as hereinafter defined) then in office, 2016. Executive will not be entitled or (B) acquires fifty percent (50%) or more of the combined voting power of the outstanding securities of Hanger having a right to vote in elections of directors; or (ii) Continuing Directors shall for any further payments relating reason cease to Performance Sharesconstitute a majority of the Board of Directors; or (iii) Hanger disposes of all or substantially all of the business of Hanger to a party or parties other than a subsidiary or other affiliate of Hanger pursuant to a partial or complete liquidation of Hanger, sale of assets (including stock of a subsidiary of Hanger) or otherwise; or (iv) the Board of Directors approves Hanger’s consolidation or merger with or into any other person (other than a wholly-owned subsidiary of Hanger), or any other person’s consolidation or merger with or into Hanger, which results in all or part of the outstanding shares of Stock being changed in any way or converted into or exchanged for stock or other securities or cash or any other property. (e) Executive is solely responsible for ensuring that For purposes of this Agreement, the Executive’s equity awards are properly credited, exercised and handled as provided by the terms term “Continuing Director” shall mean a member of the awards as modified by this Agreement. Executive acknowledges that Board of Directors who either was a member of the Executive may not rely Board of Directors on the Xxxxxxx Xxxxx website to determine the exercise date hereof or expiration dates who subsequently became a Director of Hanger and whose election, or nomination for election, was approved by a vote of at least two-thirds (2/3) of the Executive’s equity awards. Executive should direct any inquiries to the Atlanta Branch of Xxxxxxx Xxxxx at 000-000-0000; however, Company is not responsible for any incorrect information Executive might receive from Xxxxxxx XxxxxContinuing Directors then in office.

Stock Options; Restricted Stock. (a) All In addition to the compensation described in Section 3.1 and Section 3.2 of Executive’s this Agreement, the Executive may have the opportunity to receive options to purchase Company’s common stock (“Options”) that vested before or restricted shares of stock of Hanger in a manner consistent with any stock option or restricted share plan adopted by Hanger. The determination as to the Termination Date will amount of stock, if any, to be cancelled and forfeited unless exercised by purchased under such stock option or restricted share plan shall be subject to the earlier of: (a) ninety (90) days after the Termination Date; or (b) the expiration sole discretion of the stock option. Pursuant to the schedule set forth in Attachment A to this Agreement, 98,934 Board of Executive’s outstanding, unvested Options will be accelerated to vest on the Termination Date. These accelerated Options will be cancelled and forfeited unless exercised by the earlier of: (a) ninety (90) days after the Termination Date; Directors of Hanger or (b) the expiration of the stock option. All Options are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive. Executive shall not be eligible to receive any equity-based awards in the futurea committee thereof. (b) Pursuant As an incentive for the Executive’s future performance in improving shareholder value, the Company granted to the schedule set forth in Attachment A to this AgreementExecutive, and the restrictions on Executive’s 19,283 outstanding Executive acknowledges receipt of: (i) a special, time-based grant of Three Hundred Thousand Dollars ($300,000.00) worth of restricted shares of Company’s common Hanger stock (“Restricted SharesSpecial Grant”); and (ii) are hereby amended a grant for the calendar year 2014 of Four Hundred Thousand Dollars ($400,000.00) worth of restricted shares of Hanger stock, half of which is time-based and half of which is performance-based (“2014 Grant”). The vesting schedule for the Special Grant and the 2014 Grant shall conform to no longer the vesting schedule described in Section 3.3(c) of this Agreement and the Stock Agreement (as hereinafter defined). The Special Grant and the 2014 Grant shall be subject to risk such other terms and conditions as reasonably determined by Hanger’s Board of forfeiture on Directors or a committee thereof, consistent with the Termination Date. The 19,283 Restricted Shares may not be transferred until terms and conditions of the following dates: 4,608 Restricted Shares may be transferred as of March 23, 2016; 1,954 Restricted Shares may be transferred as of September 26, 2016; applicable stock incentive plan and 12,721 Restricted Shares may be transferred as of February 01, 2017. Executive and Company agree that Company shall not be required to issue any restricted share to Executive before the date the share may be transferred, as set forth in this Paragraph 5(bgrant agreement(s), except to accommodate the sales of shares for tax purposes as set forth in Paragraph 5(c), below. All other shares of Executive’s Restricted Shares shall be forfeited on the Termination Date. All 19,283 Restricted Shares are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive. (c) Executive The options or restricted shares provided in Section 3.3(a) and Company acknowledge that the Restricted Shares referenced in Paragraph 5(b) shall constitute taxable income to Executive at the time of lapse of risk of forfeiture on the Termination Date; and that the Options referenced in Paragraph 5(aSection 3.3(b) shall be taxable evidenced by one or more stock option agreements or restricted share grant agreements (each, a “Stock Agreement”) between the Executive and Hanger, which Stock Agreement(s) shall provide for a vesting schedule of four (4) years, in equal parts, of the options or restricted shares granted thereunder. Notwithstanding any provisions now or hereafter existing under any stock incentive plan of Hanger, all options or restricted shares granted to the Executive when such Options are exercised. Accordingly, Executive acknowledges shall vest in full immediately upon the Executive’s obligations Termination Date except for termination of employment pursuant to pay all related applicable federal, state and local income and employment taxesSection 4.3 or Section 4.5 hereof, and that Company is required the Executive (or his estate or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to withhold applicable taxes with respect to these Restricted Shares and vested Options. Accordinglyexercise such options, Executive hereby authorizes Company to withhold and surrender to Company a sufficient number of shares necessary to satisfy said withholding obligationsif applicable. (d) Executive will earn all Performance Shares earned Notwithstanding any provisions now or hereafter existing under the terms any stock option plan or restricted share plan of Executive’s FY2013-FY2015 Performance Share Award Agreement. Executive’s Performance Share Grants for the FY2014-2016 and FY2015-2017 will be forfeited and Executive will receive a lump sum cash payout Hanger, in the amount event of $1,300,094 a Change in lieu Control (as hereinafter defined), all options or restricted shares provided to the Executive pursuant to Section 3.3(a) and Section 3.3(b) of this Agreement or any payment under these awards. Such payment will Stock Agreement shall be made no later than fifteen (15) days following April 22, 2016. Executive will not be entitled granted and shall immediately fully vest as of the date of such Change in Control with such options or restricted shares being valued at the closing price of Hanger’s common stock on the day prior to any further payments relating to Performance Sharesthe day of the Change in Control. (e) For purposes of this Agreement, a “Change in Control” shall be deemed to exist if: (i) a person, as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (other than the Executive is solely responsible for ensuring that or a group including the Executive’s equity awards are properly credited), exercised and handled as provided by the terms either (A) acquires twenty percent (20%) or more of the awards combined voting power of the outstanding securities of Hanger having the right to vote in elections of directors and such acquisition shall not have been approved within sixty (60) days following such acquisition by a majority of the Continuing Directors (as modified by hereinafter defined) then in office, or (B) acquires fifty percent (50%) or more of the combined voting power of the outstanding securities of Hanger having a right to vote in elections of directors; or (ii) Continuing Directors shall for any reason cease to constitute a majority of the Board of Directors; or (iii) Hanger disposes of all or substantially all of the business of Hanger to a party or parties other than a subsidiary or other affiliate of Hanger pursuant to a partial or complete liquidation of Hanger, sale of assets (including stock of a subsidiary of Hanger) or otherwise; or (iv) the Board of Directors approves Hanger’s consolidation or merger with or into any other Person (other than a wholly-owned subsidiary of Hanger), or any other Person’s consolidation or merger with or into Hanger, which results in all or part of the outstanding shares of Stock being changed in any way or converted into or exchanged for stock or other securities or cash or any other property. (f) For purposes of this Agreement. Executive acknowledges that , the Executive may not rely term “Continuing Director” shall mean a member of the Board of Directors who either was a member of the Board of Directors on the Xxxxxxx Xxxxx website to determine the exercise date hereof or expiration dates who subsequently became a Director of Hanger and whose election, or nomination for election, was approved by a vote of at least two-thirds (2/3) of the Executive’s equity awards. Executive should direct any inquiries to the Atlanta Branch of Xxxxxxx Xxxxx at 000-000-0000; however, Company is not responsible for any incorrect information Executive might receive from Xxxxxxx XxxxxContinuing Directors then in office.

Stock Options; Restricted Stock. (a) All of Executive’s In addition to the Base Salary, Executive may have the opportunity to receive options to purchase Company’s common stock (“Options”) that vested before or restricted shares of stock of Hanger in a manner consistent with any stock option or restricted share plan adopted by Hanger. The determination as to the Termination Date will amount of stock, if any, to be cancelled and forfeited unless exercised by purchased under such stock option or restricted share plan shall be subject to the earlier of: (a) ninety (90) days after the Termination Date; or (b) the expiration sole discretion of the stock option. Pursuant to the schedule set forth in Attachment A to this Agreement, 98,934 Board of Executive’s outstanding, unvested Options will be accelerated to vest on the Termination Date. These accelerated Options will be cancelled and forfeited unless exercised by the earlier of: (a) ninety (90) days after the Termination Date; Directors of Hanger or (b) the expiration of the stock option. All Options are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive. Executive shall not be eligible to receive any equity-based awards in the futurea committee thereof. (b) Pursuant The options or restricted shares provided in subparagraph (a) of this Section 3.3 shall be evidenced by a stock option agreement or restricted share grant agreement (“Stock Agreement”) between the Executive and Hanger, which Stock Agreement shall provide for a vesting schedule of four (4) years, in equal parts, of the options or restricted shares granted thereunder. Notwithstanding any provisions now or hereafter existing under any stock incentive plan of Hanger, all options or restricted shares granted to the schedule set forth Executive shall vest in Attachment A to this Agreement, the restrictions on Executive’s 19,283 outstanding restricted shares of Company’s common stock (“Restricted Shares”) are hereby amended to no longer be subject to risk of forfeiture on full immediately upon the Termination Date. The 19,283 Restricted Shares may not be transferred until Date except for termination of employment pursuant to Section 4.3 or Section 4.5 hereof, and the following dates: 4,608 Restricted Shares may be transferred as of March 23Executive (or his estate or legal representative, 2016; 1,954 Restricted Shares may be transferred as of September 26if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such options, 2016; and 12,721 Restricted Shares may be transferred as of February 01, 2017. Executive and Company agree that Company shall not be required to issue any share to Executive before the date the share may be transferred, as set forth in this Paragraph 5(b), except to accommodate the sales of shares for tax purposes as set forth in Paragraph 5(c), below. All other shares of Executive’s Restricted Shares shall be forfeited on the Termination Date. All 19,283 Restricted Shares are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executiveif applicable. (c) Notwithstanding any provisions now or hereafter existing under any stock option plan or restricted share plan of Hanger, in the event of a Change in Control (as hereinafter defined), all options or restricted shares provided to the Executive pursuant to Section 3.3(a) of this Agreement or any Stock Agreement shall be granted and Company acknowledge that shall immediately fully vest as of the Restricted Shares referenced date of such Change in Paragraph 5(b) shall constitute taxable income to Executive Control with such options or restricted shares being valued at the time closing price of lapse of risk of forfeiture Hanger’s common stock on the Termination Date; and that day prior to the Options referenced day of the Change in Paragraph 5(a) shall be taxable to Executive when such Options are exercised. Accordingly, Executive acknowledges the Executive’s obligations to pay all related applicable federal, state and local income and employment taxes, and that Company is required to withhold applicable taxes with respect to these Restricted Shares and vested Options. Accordingly, Executive hereby authorizes Company to withhold and surrender to Company a sufficient number of shares necessary to satisfy said withholding obligationsControl. (d) For purposes of this Agreement, a “Change in Control” shall be deemed to exist if: (i) a person, as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (other than the Executive will earn all Performance Shares earned under or a group including the terms Executive), either (A) acquires twenty percent (20%) or more of Executive’s FY2013-FY2015 Performance Share Award Agreement. Executive’s Performance Share Grants for the FY2014-2016 combined voting power of the outstanding securities of Hanger having the right to vote in elections of directors and FY2015-2017 will be forfeited and Executive will receive a lump sum cash payout in the amount of $1,300,094 in lieu of any payment under these awards. Such payment will be made no later than fifteen such acquisition shall not have been approved within sixty (1560) days following April 22such acquisition by a majority of the Continuing Directors (as hereinafter defined) then in office, 2016. Executive will not be entitled or (B) acquires fifty percent (50%) or more of the combined voting power of the outstanding securities of Hanger having a right to vote in elections of directors; or (ii) Continuing Directors shall for any further payments relating reason cease to Performance Sharesconstitute a majority of the Board of Directors; or (iii) Hanger disposes of all or substantially all of the business of Hanger to a party or parties other than a subsidiary or other affiliate of Hanger pursuant to a partial or complete liquidation of Hanger, sale of assets (including stock of a subsidiary of Hanger) or otherwise; or (iv) the Board of Directors approves Hanger’s consolidation or merger with or into any other person (other than a wholly-owned subsidiary of Hanger), or any other person’s consolidation or merger with or into Hanger, which results in all or part of the outstanding shares of Stock being changed in any way or converted into or exchanged for stock or other securities or cash or any other property. (e) Executive is solely responsible for ensuring that For purposes of this Agreement, the Executive’s equity awards are properly credited, exercised and handled as provided by the terms term “Continuing Director” shall mean a member of the awards as modified by this Agreement. Executive acknowledges that Board of Directors who either was a member of the Executive may not rely Board of Directors on the Xxxxxxx Xxxxx website to determine the exercise date hereof or expiration dates who subsequently became a Director of Hanger and whose election, or nomination for election, was approved by a vote of at least two-thirds (2/3) of the Executive’s equity awards. Executive should direct any inquiries to the Atlanta Branch of Xxxxxxx Xxxxx at 000-000-0000; however, Company is not responsible for any incorrect information Executive might receive from Xxxxxxx XxxxxContinuing Directors then in office.

Stock Options; Restricted Stock. (a) All of Executive’s options The parties acknowledge that pursuant to purchase the Company’s common 1994 Incentive Stock Plan (the “Stock Plan”) and related Stock Option Agreements, Xx. Xxxxxxx has been granted stock options (the “Options”, as set forth on Annex A hereto) that vested before to purchase a total of 690,700 shares of common stock of Pharmacopeia, Inc. (“Common Stock”), which Options shall be adjusted to reflect the Termination Date will be cancelled and forfeited unless exercised by the earlier of: (a) ninety (90) days after the Termination Date; or (b) the expiration consummation of the stock optionSpin Transaction as set forth on Annex A hereto. Pursuant Xx. Xxxxxxx has also been granted 5,700 shares of restricted Common Stock pursuant to the schedule set forth in Attachment A to this AgreementStock Plan and related Restricted Stock Agreement (the “Restricted Stock”), 98,934 which vest under the terms of Executive’s outstanding, unvested Options will be accelerated to vest the grant on the Termination Date. These accelerated Any unvested Options will be cancelled and forfeited unless exercised by which were granted to Xx. Xxxxxxx prior to February 26, 2001, after giving consideration to the earlier of: (a) ninety (90) days after effect to the adjustments arising from the Spin Transaction as set forth on Annex A hereto, shall immediately vest upon the Termination Date; or (b) the expiration of the stock option. All Options are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive. Executive shall not be eligible to receive any equity-based awards in the future. (b) Pursuant to the schedule set forth in Attachment A to this Agreement, the restrictions on Executive’s 19,283 outstanding restricted shares of Company’s common stock (“Restricted Shares”) are hereby amended to no longer be subject to risk of forfeiture on the Termination Date. The 19,283 Restricted Shares may not be transferred until the following dates: 4,608 Restricted Shares may be transferred as of March 23, 2016; 1,954 Restricted Shares may be transferred as of September 26, 2016; and 12,721 Restricted Shares may be transferred as of February 01, 2017. Executive and Company agree that Company shall not be required to issue any share to Executive before the date the share may be transferred, as set forth in this Paragraph 5(b), except to accommodate the sales of shares for tax purposes as set forth in Paragraph 5(c), below. All other shares of Executive’s Restricted Shares shall be forfeited on the Termination Date. All 19,283 Restricted Shares are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive. (c) Executive and Company acknowledge that the Restricted Shares referenced in Paragraph 5(b) shall constitute taxable income to Executive at the time of lapse of risk of forfeiture on the Termination Date; and that the Options referenced in Paragraph 5(a) shall be taxable to Executive when such Options are exercised. Accordingly, Executive acknowledges the Executive’s obligations to pay all related applicable federal, state and local income and employment taxes, and that Company is required to withhold applicable taxes shall otherwise remain outstanding in accordance with respect to these Restricted Shares and vested Options. Accordingly, Executive hereby authorizes Company to withhold and surrender to Company a sufficient number of shares necessary to satisfy said withholding obligations. (d) Executive will earn all Performance Shares earned under the terms of Executive’s FY2013-FY2015 Performance Share Award Agreement. Executive’s Performance Share Grants for the FY2014-2016 and FY2015-2017 will be forfeited and Executive will receive a lump sum cash payout in the amount of $1,300,094 in lieu of any payment under these awards. Such payment will be made no later than fifteen (15) days following April 22, 2016. Executive will not be entitled to any further payments relating to Performance Shares. (e) Executive is solely responsible for ensuring that the Executive’s equity awards are properly credited, exercised and handled as provided by the terms of the awards as modified by this Agreementrelated Stock Option Agreements. Executive acknowledges that the Executive may not rely on the Xxxxxxx Xxxxx website to determine The expiration date of the exercise or expiration dates period for such Options shall be the earlier of (i) thirty (30) days following the second anniversary of the Executive’s equity awardsTermination Date (in the case of the “PDD Options”, as listed on Annex A hereto, the second anniversary of the date on which Xx. Executive should direct any inquiries Xxxxxxx’x service as an employee and director of PDD terminates), or (ii) the tenth (10th) anniversary of the date of grant. All other Options shall remain subject to the Atlanta Branch terms of Xxxxxxx Xxxxx at 000-000-0000; howeverthe applicable Stock Option Agreements, Company is not responsible for any incorrect information Executive might receive from Xxxxxxx Xxxxxand shall vest and remain exercisable in accordance with the “retirement” provisions of Section 8(b)(vii) of the Stock Plan.

Stock Options; Restricted Stock. (a) All The Employee shall also be entitled to participate, at the sole and absolute discretion of Executive’s options to purchase the Compensation Committee of the Board, in the Company’s common 2021 Stock Incentive Plan, or such other stock incentive plan as the Company may have in effect from time to time (the “OptionsStock Incentive Plan”) that vested before ). Such participation and awards shall be based upon, among other things, the Termination Date will be cancelled Employee’s performance and forfeited unless exercised the Company’s performance, all as determined by the earlier ofCompensation Committee of the Board. In addition, the Employee may be entitled, during the Term of this Agreement, to receive additional options, restricted stock and Stock Bonus Awards at such prices and other terms, and/or to participate in such other bonus plans, whether during the term of this Agreement or upon termination pursuant to Section 7 hereof, as the Compensation Committee of the Board may, in its sole and absolute discretion, determine. Furthermore, and without limiting the foregoing, on the Commencement Date, the Company shall issue to the Employee 200,000 restricted shares of Common Stock (the “Restricted Stock”), which shall be subject to the vesting and lapse of restrictions on such Restricted Stock based on the timing set forth below: (A) The Restricted Stock shall vest upon the achievement of both: (ai) ninety a closing price of at least $40.00 per share of Common Stock on the New York Stock Exchange or other national or regional stock exchange on which such securities are then listed for a period of twenty (9020) days consecutive trading days, and (ii) the Employee having been continuously employed by the Company for a period of five years from and after the Termination Commencement Date; or ; (bB) Any shares not vested based on the expiration foregoing closing share price of Common Stock prior to the tenth anniversary of the stock option. Pursuant Commencement Date shall be forfeited and be null and void; and (C) The forfeiture of the Restricted Stock may be accelerated in accordance with the terms of this Agreement, provided that, notwithstanding any provision in this Agreement to the schedule contrary notwithstanding, the vesting of the Restricted Stock shall not be accelerated unless and until the conditions set forth in Attachment A to this Agreement, 98,934 of Executive’s outstanding, unvested Options will be accelerated to vest on the Termination Dateclause (A) above are satisfied. These accelerated Options will be cancelled The terms and forfeited unless exercised by the earlier of: (a) ninety (90) days after the Termination Date; or (b) the expiration provisions of the stock option. All Options are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive. Executive Restricted Stock shall not be eligible to receive any equity-based awards in the future. (b) Pursuant to the schedule set forth in Attachment A to this Agreement, the restrictions on Executive’s 19,283 outstanding a restricted shares of Company’s common stock (“Restricted Shares”) are hereby amended to no longer be subject to risk of forfeiture on the Termination Date. The 19,283 Restricted Shares may not be transferred until the following dates: 4,608 Restricted Shares may be transferred as of March 23, 2016; 1,954 Restricted Shares may be transferred as of September 26, 2016; agreement in form and 12,721 Restricted Shares may be transferred as of February 01, 2017. Executive and Company agree that Company shall not be required to issue any share to Executive before the date the share may be transferred, as set forth in this Paragraph 5(b), except to accommodate the sales of shares for tax purposes as set forth in Paragraph 5(c), below. All other shares of Executive’s Restricted Shares shall be forfeited on the Termination Date. All 19,283 Restricted Shares are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive. (c) Executive and Company acknowledge that the Restricted Shares referenced in Paragraph 5(b) shall constitute taxable income to Executive at the time of lapse of risk of forfeiture on the Termination Date; and that the Options referenced in Paragraph 5(a) shall be taxable to Executive when such Options are exercised. Accordingly, Executive acknowledges the Executive’s obligations to pay all related applicable federal, state and local income and employment taxes, and that Company is required to withhold applicable taxes with respect to these Restricted Shares and vested Options. Accordingly, Executive hereby authorizes Company to withhold and surrender to Company a sufficient number of shares necessary to satisfy said withholding obligations. (d) Executive will earn all Performance Shares earned under the terms of Executive’s FY2013-FY2015 Performance Share Award Agreement. Executive’s Performance Share Grants for the FY2014-2016 and FY2015-2017 will be forfeited and Executive will receive a lump sum cash payout in the amount of $1,300,094 in lieu of any payment under these awards. Such payment will be made no later than fifteen (15) days following April 22, 2016. Executive will not be entitled to any further payments relating to Performance Shares. (e) Executive is solely responsible for ensuring that the Executive’s equity awards are properly credited, exercised and handled as provided by the terms of the awards as modified by this Agreement. Executive acknowledges that the Executive may not rely on the Xxxxxxx Xxxxx website to determine the exercise or expiration dates of the Executive’s equity awards. Executive should direct any inquiries substance satisfactory to the Atlanta Branch of Xxxxxxx Xxxxx at 000-000-0000; however, Company is not responsible for any incorrect information Executive might receive from Xxxxxxx XxxxxCompany.

Stock Options; Restricted Stock. (a) All of As an incentive for the Executive’s future performance in improving shareholder value, the Company shall grant to the Executive options to purchase Companyone hundred fifty thousand (150,000) shares of Hanger’s common stock, $0.01 par value per share (the “Stock”), with such options being valued at the closing price of the Stock on the effective date of the Original Agreement. The Company shall also grant to the Executive options to purchase a minimum of forty-six thousand six hundred sixty-seven (46,667) shares of Stock on each of the first, second, and third anniversaries of the Original Agreement. The Executive may participate in future awards of options to purchase Stock or restricted shares in a manner consistent with any stock (“Options”) that vested before option plan or restricted share plan adopted by Hanger for its senior corporate officers. Option or restricted share grants subsequent to the Termination Date will foregoing initial three-year period shall be cancelled and forfeited unless exercised based upon targets adopted annually by the earlier of: (a) ninety (90) days after Board of Directors, which targets may be derived from budgets generated by Hanger’s management, and the Termination Date; determination as to the amount of such options or (b) restricted shares, if any, shall be at the expiration sole discretion of the stock option. Pursuant to the schedule set forth in Attachment A to this Agreement, 98,934 Board of Executive’s outstanding, unvested Options will be accelerated to vest on the Termination Date. These accelerated Options will be cancelled and forfeited unless exercised by the earlier of: (a) ninety (90) days after the Termination Date; or (b) the expiration of the stock option. All Options are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive. Executive shall not be eligible to receive any equity-based awards in the futureDirectors. (b) Pursuant The options or restricted shares provided in subparagraph (a) of this Section 3.3 shall be evidenced by a stock option agreement or restricted share agreement (“Stock Agreement”) between the Executive and Hanger, which Stock Agreement shall provide for a vesting schedule of four (4) years, in equal parts, of the options or restricted shares granted thereunder. Notwithstanding any provisions now or hereafter existing under any stock incentive plan of Hanger, all options or restricted shares granted to the schedule set forth Executive shall vest in Attachment A to this Agreement, the restrictions on Executive’s 19,283 outstanding restricted shares of Company’s common stock (“Restricted Shares”) are hereby amended to no longer be subject to risk of forfeiture on full immediately upon the Termination Date. The 19,283 Restricted Shares may not be transferred until Date except for termination of employment pursuant to Section 6.3 or Section 6.5 hereof, and the following dates: 4,608 Restricted Shares may be transferred as of March 23Executive (or his estate or legal representative, 2016; 1,954 Restricted Shares may be transferred as of September 26if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such options, 2016; and 12,721 Restricted Shares may be transferred as of February 01, 2017. Executive and Company agree that Company shall not be required to issue any share to Executive before the date the share may be transferred, as set forth in this Paragraph 5(b), except to accommodate the sales of shares for tax purposes as set forth in Paragraph 5(c), below. All other shares of Executive’s Restricted Shares shall be forfeited on the Termination Date. All 19,283 Restricted Shares are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executiveif applicable. (c) Notwithstanding any provisions now or hereafter existing under any stock option plan or restricted share plan of Hanger, in the event of a Change in Control (as hereinafter defined), all options or restricted shares provided to the Executive pursuant to Section 3.3(a) of the Original Agreement or any Stock Agreement shall be granted and Company acknowledge that shall immediately fully vest as of the Restricted Shares referenced date of such Change in Paragraph 5(b) shall constitute taxable income to Executive Control with such options or restricted shares being valued at the time closing price of lapse of risk of forfeiture Hanger’s common stock on the Termination Date; and that day prior to the Options referenced day of the Change in Paragraph 5(a) shall be taxable to Executive when such Options are exercised. Accordingly, Executive acknowledges the Executive’s obligations to pay all related applicable federal, state and local income and employment taxes, and that Company is required to withhold applicable taxes with respect to these Restricted Shares and vested Options. Accordingly, Executive hereby authorizes Company to withhold and surrender to Company a sufficient number of shares necessary to satisfy said withholding obligationsControl. (d) For purposes of this Agreement, a “Change in Control” shall be deemed to exist if: (i) a person, as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (other than the Executive will earn all Performance Shares earned under or a group including the terms Executive), either (A) acquires twenty percent (20%) or more of Executive’s FY2013-FY2015 Performance Share Award Agreement. Executive’s Performance Share Grants for the FY2014-2016 combined voting power of the outstanding securities of Hanger having the right to vote in elections of directors and FY2015-2017 will be forfeited and Executive will receive a lump sum cash payout in the amount of $1,300,094 in lieu of any payment under these awards. Such payment will be made no later than fifteen such acquisition shall not have been approved within sixty (1560) days following April 22such acquisition by a majority of the Continuing Directors (as hereinafter defined) then in office, 2016. Executive will not be entitled or (B) acquires fifty percent (50%) or more of the combined voting power of the outstanding securities of Hanger having a right to vote in elections of directors; or (ii) Continuing Directors shall for any further payments relating reason cease to Performance Sharesconstitute a majority of the Board of Directors; or (iii) Hanger disposes of all or substantially all of the business of Hanger to a party or parties other than a subsidiary or other affiliate of Hanger pursuant to a partial or complete liquidation of Hanger, sale of assets (including stock of a subsidiary of Hanger) or otherwise; or (iv) the Board of Directors approves Hanger’s consolidation or merger with or into any other person (other than a wholly-owned subsidiary of Hanger), or any other person’s consolidation or merger with or into Hanger, which results in all or part of the outstanding shares of Stock being changed in any way or converted into or exchanged for stock or other securities or cash or any other property. (e) Executive is solely responsible for ensuring that For purposes of this Agreement, the Executive’s equity awards are properly credited, exercised and handled as provided by the terms term “Continuing Director” shall mean a member of the awards as modified by this Agreement. Executive acknowledges that Board of Directors who either was a member of the Executive may not rely Board of Directors on the Xxxxxxx Xxxxx website to determine the exercise date hereof or expiration dates who subsequently became a Director of Hanger and whose election, or nomination for election, was approved by a vote of at least two-thirds (2/3) of the Executive’s equity awards. Executive should direct any inquiries to the Atlanta Branch of Xxxxxxx Xxxxx at 000-000-0000; however, Company is not responsible for any incorrect information Executive might receive from Xxxxxxx XxxxxContinuing Directors then in office.

Stock Options; Restricted Stock. (a) All The Employee shall also be entitled to participate, at the sole and absolute discretion of Executive’s options to purchase the Compensation Committee of the Board, in the Company’s common 2021 Stock Incentive Plan, or such other stock incentive plan as the Company may have in effect from time to time (the “OptionsStock Incentive Plan”) that vested before ). Such participation and awards shall be based upon, among other things, the Termination Date will be cancelled Employee’s performance and forfeited unless exercised the Company’s performance, all as determined by the earlier ofCompensation Committee of the Board. In addition, the Employee may be entitled, during the Term of this Agreement, to receive additional options, restricted stock and Stock Bonus Awards at such prices and other terms, and/or to participate in such other bonus plans, whether during the term of this Agreement or upon termination pursuant to Section 7 hereof, as the Compensation Committee of the Board may, in its sole and absolute discretion, determine. Furthermore, and without limiting the foregoing, on the Commencement Date, the Company shall issue to the Employee 150,000 restricted shares of Common Stock (the “Restricted Stock”), which shall be subject to the vesting and lapse of restrictions on such Restricted Stock based on the timing set forth below: (A) The Restricted Stock shall vest upon the achievement of both: (ai) ninety a closing price of at least $40.00 per share of Common Stock on the New York Stock Exchange or other national or regional stock exchange on which such securities are then listed for a period of twenty (9020) days consecutive trading days, and (ii) the Employee having been continuously employed by the Company for a period of five years from and after the Termination Commencement Date; or ; (bB) Any shares not vested based on the expiration foregoing closing share price of Common Stock prior to the tenth anniversary of the stock option. Pursuant Commencement Date shall be forfeited and be null and void; and (C) The forfeiture of the Restricted Stock may be accelerated in accordance with the terms of this Agreement, provided that, notwithstanding any provision in this Agreement to the schedule contrary, the vesting of the Restricted Stock shall not be accelerated unless and until the conditions set forth in Attachment A to this Agreement, 98,934 of Executive’s outstanding, unvested Options will be accelerated to vest on the Termination Dateclause (A) above are satisfied. These accelerated Options will be cancelled The terms and forfeited unless exercised by the earlier of: (a) ninety (90) days after the Termination Date; or (b) the expiration provisions of the stock option. All Options are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive. Executive Restricted Stock shall not be eligible to receive any equity-based awards in the future. (b) Pursuant to the schedule set forth in Attachment A to this Agreement, the restrictions on Executive’s 19,283 outstanding a restricted shares of Company’s common stock (“Restricted Shares”) are hereby amended to no longer be subject to risk of forfeiture on the Termination Date. The 19,283 Restricted Shares may not be transferred until the following dates: 4,608 Restricted Shares may be transferred as of March 23, 2016; 1,954 Restricted Shares may be transferred as of September 26, 2016; agreement in form and 12,721 Restricted Shares may be transferred as of February 01, 2017. Executive and Company agree that Company shall not be required to issue any share to Executive before the date the share may be transferred, as set forth in this Paragraph 5(b), except to accommodate the sales of shares for tax purposes as set forth in Paragraph 5(c), below. All other shares of Executive’s Restricted Shares shall be forfeited on the Termination Date. All 19,283 Restricted Shares are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive. (c) Executive and Company acknowledge that the Restricted Shares referenced in Paragraph 5(b) shall constitute taxable income to Executive at the time of lapse of risk of forfeiture on the Termination Date; and that the Options referenced in Paragraph 5(a) shall be taxable to Executive when such Options are exercised. Accordingly, Executive acknowledges the Executive’s obligations to pay all related applicable federal, state and local income and employment taxes, and that Company is required to withhold applicable taxes with respect to these Restricted Shares and vested Options. Accordingly, Executive hereby authorizes Company to withhold and surrender to Company a sufficient number of shares necessary to satisfy said withholding obligations. (d) Executive will earn all Performance Shares earned under the terms of Executive’s FY2013-FY2015 Performance Share Award Agreement. Executive’s Performance Share Grants for the FY2014-2016 and FY2015-2017 will be forfeited and Executive will receive a lump sum cash payout in the amount of $1,300,094 in lieu of any payment under these awards. Such payment will be made no later than fifteen (15) days following April 22, 2016. Executive will not be entitled to any further payments relating to Performance Shares. (e) Executive is solely responsible for ensuring that the Executive’s equity awards are properly credited, exercised and handled as provided by the terms of the awards as modified by this Agreement. Executive acknowledges that the Executive may not rely on the Xxxxxxx Xxxxx website to determine the exercise or expiration dates of the Executive’s equity awards. Executive should direct any inquiries substance satisfactory to the Atlanta Branch of Xxxxxxx Xxxxx at 000-000-0000; however, Company is not responsible for any incorrect information Executive might receive from Xxxxxxx XxxxxCompany.

Stock Options; Restricted Stock. (a) All In addition to the compensation described in Section 3.1 and Section 3.2 of Executive’s this Agreement, Executive may have the opportunity to receive options to purchase Company’s common stock (“Options”) that vested before or restricted shares of stock of Hanger in a manner consistent with any stock option or restricted share plan adopted by Hanger. The determination as to the Termination Date will amount of stock, if any, to be cancelled and forfeited unless exercised by purchased under such stock option or restricted share plan shall be subject to the earlier of: (a) ninety (90) days after the Termination Date; or (b) the expiration sole discretion of the stock option. Pursuant to the schedule set forth in Attachment A to this Agreement, 98,934 Board of Executive’s outstanding, unvested Options will be accelerated to vest on the Termination Date. These accelerated Options will be cancelled and forfeited unless exercised by the earlier of: (a) ninety (90) days after the Termination Date; Directors of Hanger or (b) the expiration of the stock option. All Options are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive. Executive shall not be eligible to receive any equity-based awards in the futurea committee thereof. (b) Pursuant to the schedule set forth in Attachment A to this Agreement, the restrictions on As an incentive for Executive’s 19,283 outstanding future performance in improving shareholder value, Executive will be entitled to receive a special, time-based grant of five thousand (5,000) restricted shares of Company’s common Hanger stock (“Restricted SharesSpecial Grant”). The grant date of the Special Grant shall be no later than seven (7) are hereby amended to no longer be subject to risk of forfeiture on days after the Termination Commencement Date. The 19,283 Restricted Shares may not be transferred until vesting schedule for the following dates: 4,608 Restricted Shares may be transferred Special Grant shall conform to the vesting schedule described in Section 3.3(c) of this Agreement and the Stock Agreement (as of March 23, 2016; 1,954 Restricted Shares may be transferred as of September 26, 2016; and 12,721 Restricted Shares may be transferred as of February 01, 2017. Executive and Company agree that Company shall not be required to issue any share to Executive before the date the share may be transferred, as set forth in this Paragraph 5(bhereinafter defined), except to accommodate the sales of shares for tax purposes as set forth in Paragraph 5(c), below. All other shares of Executive’s Restricted Shares shall be forfeited on the Termination Date. All 19,283 Restricted Shares are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive. (c) Executive The options or restricted shares provided in Section 3.3(a) and Company acknowledge that the Restricted Shares referenced in Paragraph 5(b) shall constitute taxable income to Executive at the time of lapse of risk of forfeiture on the Termination Date; and that the Options referenced in Paragraph 5(aSection 3.3(b) shall be taxable evidenced by one or more stock option agreements or restricted share agreements (each, a “Stock Agreement”) between Executive and Hanger, which Stock Agreement(s) shall provide for a vesting schedule of four (4) years, in equal parts, of the options or restricted shares granted thereunder. Notwithstanding any provisions now or hereafter existing under any stock incentive plan of Hanger, all options or restricted shares granted to Executive when such Options are exercised. Accordingly, Executive acknowledges shall vest in full immediately upon the Executive’s obligations Termination Date except for termination of employment pursuant to pay all related applicable federal, state and local income and employment taxesSection 4.3 or Section 4.5 hereof, and that Company is required Executive (or his estate or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to withhold applicable taxes with respect to these Restricted Shares and vested Options. Accordinglyexercise such options, Executive hereby authorizes Company to withhold and surrender to Company a sufficient number of shares necessary to satisfy said withholding obligationsif applicable. (d) Executive will earn all Performance Shares earned Notwithstanding any provisions now or hereafter existing under the terms any stock option plan or restricted share plan of Executive’s FY2013-FY2015 Performance Share Award Agreement. Executive’s Performance Share Grants for the FY2014-2016 and FY2015-2017 will be forfeited and Executive will receive a lump sum cash payout Hanger, in the amount event of $1,300,094 a Change in lieu Control (as hereinafter defined), all options or restricted shares provided to Executive pursuant to Section 3.3(a) and Section 3.3(b) of this Agreement or any payment under these awards. Such payment will Stock Agreement shall be made no later than fifteen (15) days following April 22, 2016. Executive will not be entitled granted and shall immediately fully vest as of the date of such Change in Control with such options or restricted shares being valued at the closing price of Hanger’s common stock on the day prior to any further payments relating to Performance Sharesthe day of the Change in Control. (e) Executive is solely responsible for ensuring that the Executive’s equity awards are properly creditedFor purposes of this Agreement, exercised a “Change in Control” shall be deemed to exist if: (i) a person, as defined in Sections 13(d) and handled as provided by the terms 14(d) of the awards Securities Exchange Act of 1934 (other than Executive or a group including Executive), either (A) acquires twenty percent (20%) or more of the combined voting power of the outstanding securities of Hanger having the right to vote in elections of directors and such acquisition shall not have been approved within sixty (60) days following such acquisition by a majority of the Continuing Directors (as modified by hereinafter defined) then in office, or (B) acquires fifty percent (50%) or more of the combined voting power of the outstanding securities of Hanger having a right to vote in elections of directors; or (ii) Continuing Directors shall for any reason cease to constitute a majority of the Board of Directors; or (iii) Hanger disposes of all or substantially all of the business of Hanger to a party or parties other than a subsidiary or other affiliate of Hanger pursuant to a partial or complete liquidation of Hanger, sale of assets (including stock of a subsidiary of Hanger) or otherwise; or (iv) the Board of Directors approves Hanger’s consolidation or merger with or into any other Person (other than a wholly-owned subsidiary of Hanger), or any other Person’s consolidation or merger with or into Hanger, which results in all or part of the outstanding shares of Stock being changed in any way or converted into or exchanged for stock or other securities or cash or any other property. (f) For purposes of this Agreement. Executive acknowledges that , the Executive may not rely term “Continuing Director” shall mean a member of the Board of Directors who either was a member of the Board of Directors on the Xxxxxxx Xxxxx website to determine the exercise date hereof or expiration dates who subsequently became a Director of Hanger and whose election, or nomination for election, was approved by a vote of at least two-thirds (2/3) of the Executive’s equity awards. Executive should direct any inquiries to the Atlanta Branch of Xxxxxxx Xxxxx at 000-000-0000; however, Company is not responsible for any incorrect information Executive might receive from Xxxxxxx XxxxxContinuing Directors then in office.

Stock Options; Restricted Stock. (a) All In addition to the compensation described in Section 3.1 and Section 3.2 of Executive’s this Agreement, the Executive may have the opportunity to receive options to purchase Company’s common stock (“Options”) that vested before or restricted shares of stock of Hanger in a manner consistent with any stock option or restricted share plan adopted by Hanger. The determination as to the Termination Date will amount of stock, if any, to be cancelled and forfeited unless exercised by purchased under such stock option or restricted share plan shall be subject to the earlier of: (a) ninety (90) days after the Termination Date; or (b) the expiration sole discretion of the stock option. Pursuant to the schedule set forth in Attachment A to this Agreement, 98,934 Board of Executive’s outstanding, unvested Options will be accelerated to vest on the Termination Date. These accelerated Options will be cancelled and forfeited unless exercised by the earlier of: (a) ninety (90) days after the Termination Date; Directors of Hanger or (b) the expiration of the stock option. All Options are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive. Executive shall not be eligible to receive any equity-based awards in the futurea committee thereof. (b) Pursuant to As an incentive for the schedule set forth Executive’s future performance in Attachment A to this Agreementimproving shareholder value, the restrictions on Executive’s 19,283 outstanding Executive received a special, time-based grant of twenty thousand (20,000) restricted shares of Company’s common Hanger stock (“Restricted SharesSpecial Grant”). The grant date of the Special Grant was within fourteen (14) are hereby amended to no longer be subject to risk of forfeiture on days after the Termination Commencement Date. The 19,283 Restricted Shares may not be transferred until vesting schedule for the following dates: 4,608 Restricted Shares may be transferred Special Grant conformed to the vesting schedule described in Section 3.3(c) of this Agreement and the Stock Agreement (as hereinafter defined). In addition to the Special Grant, the Company, within fourteen (14) days after the Commencement Date, granted to the Executive a minimum of March 23, 2016; 1,954 Restricted Shares may be transferred as twenty thousand (20,000) restricted shares of September 26, 2016; and 12,721 Restricted Shares may be transferred as of February 01, 2017. Executive and Company agree that Company shall not be required to issue any share to Executive before the date the share may be transferred, as set forth in this Paragraph 5(bHanger stock (“2008 Grant”), except to accommodate the sales with thirteen thousand four hundred (13,400) of those shares for tax purposes as set forth in Paragraph 5(c), belowbeing performance-based restricted shares and six thousand six hundred (6,600) of those shares being time-based restricted shares. All other The Executive also received a grant of twenty thousand (20,000) additional restricted shares of Executive’s Restricted Shares shall be forfeited Hanger stock (“Additional Grant”) on the Termination Dateor before March 31, 2010. All 19,283 Restricted Shares The 2008 Grant and Additional Grant are subject to forfeiture for any breach such other terms and conditions as provided in reasonably determined by Hanger’s Board of Directors or a committee thereof, consistent with the paragraph titled Breach by Executiveterms and conditions of the applicable stock incentive plan and restricted share grant agreement(s). (c) Executive The options or restricted shares provided in Section 3.3(a) and Company acknowledge that the Restricted Shares referenced in Paragraph 5(b) shall constitute taxable income to Executive at the time of lapse of risk of forfeiture on the Termination Date; and that the Options referenced in Paragraph 5(aSection 3.3(b) shall be taxable or were evidenced by one or more stock option agreements or restricted share grant agreements (each, a “Stock Agreement”) between the Executive and Hanger, which Stock Agreement(s) shall or did provide for a vesting schedule of four (4) years, in equal parts, of the options or restricted shares granted thereunder. Notwithstanding any provisions now or hereafter existing under any stock incentive plan of Hanger, all options or restricted shares granted to the Executive when such Options are exercised. Accordingly, Executive acknowledges shall vest in full immediately upon the Executive’s obligations Termination Date except for termination of employment pursuant to pay all related applicable federal, state and local income and employment taxesSection 4.3 or Section 4.5 hereof, and that Company is required the Executive (or his estate or legal representative, if applicable) shall thereafter have twelve (12) months from such Termination Date to withhold applicable taxes with respect to these Restricted Shares and vested Options. Accordinglyexercise such options, Executive hereby authorizes Company to withhold and surrender to Company a sufficient number of shares necessary to satisfy said withholding obligationsif applicable. (d) Executive will earn all Performance Shares earned Notwithstanding any provisions now or hereafter existing under the terms any stock option plan or restricted share plan of Executive’s FY2013-FY2015 Performance Share Award Agreement. Executive’s Performance Share Grants for the FY2014-2016 and FY2015-2017 will be forfeited and Executive will receive a lump sum cash payout Hanger, in the amount event of $1,300,094 a Change in lieu Control (as hereinafter defined), all options or restricted shares provided to the Executive pursuant to Section 3.3(a) and Section 3.3(b) of this Agreement or any payment under these awards. Such payment will Stock Agreement shall be made no later than fifteen (15) days following April 22, 2016. Executive will not be entitled granted and shall immediately fully vest as of the date of such Change in Control with such options or restricted shares being valued at the closing price of Hanger’s common stock on the day prior to any further payments relating to Performance Sharesthe day of the Change in Control. (e) For purposes of this Agreement, a “Change in Control” shall be deemed to exist if: (i) a person, as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (other than the Executive is solely responsible for ensuring that or a group including the Executive’s equity awards are properly credited), exercised and handled as provided by the terms either (A) acquires twenty percent (20%) or more of the awards combined voting power of the outstanding securities of Hanger having the right to vote in elections of directors and such acquisition shall not have been approved within sixty (60) days following such acquisition by a majority of the Continuing Directors (as modified by hereinafter defined) then in office, or (B) acquires fifty percent (50%) or more of the combined voting power of the outstanding securities of Hanger having a right to vote in elections of directors; or (ii) Continuing Directors shall for any reason cease to constitute a majority of the Board of Directors; or (iii) Hanger disposes of all or substantially all of the business of Hanger to a party or parties other than a subsidiary or other affiliate of Hanger pursuant to a partial or complete liquidation of Hanger, sale of assets (including stock of a subsidiary of Hanger) or otherwise; or (iv) the Board of Directors approves Hanger’s consolidation or merger with or into any other Person (other than a wholly-owned subsidiary of Hanger), or any other Person’s consolidation or merger with or into Hanger, which results in all or part of the outstanding shares of Stock being changed in any way or converted into or exchanged for stock or other securities or cash or any other property. (f) For purposes of this Agreement. Executive acknowledges that , the Executive may not rely term “Continuing Director” shall mean a member of the Board of Directors who either was a member of the Board of Directors on the Xxxxxxx Xxxxx website to determine the exercise date hereof or expiration dates who subsequently became a Director of Hanger and whose election, or nomination for election, was approved by a vote of at least two-thirds (2/3) of the Executive’s equity awards. Executive should direct any inquiries to the Atlanta Branch of Xxxxxxx Xxxxx at 000-000-0000; however, Company is not responsible for any incorrect information Executive might receive from Xxxxxxx XxxxxContinuing Directors then in office.

Stock Options; Restricted Stock. (a) All of As an incentive for the Executive’s future performance in improving shareholder value, the Company granted to the Executive options to purchase Companyseventy-five thousand (75,000) shares of Hanger’s common stock, $0.01 par value per share (the “Stock”), with such options being valued at the closing price of the Stock on the effective date of the Original Agreement. The Company also granted to the Executive options to purchase seventy-five thousand (75,000) shares of Stock on the first anniversary of the Original Agreement. The Executive may participate in future awards of options to purchase Stock or restricted shares in a manner consistent with any stock (“Options”) that vested before option plan or restricted share plan adopted by Hanger for its senior corporate officers. Option or restricted share grants subsequent to the Termination Date will foregoing initial one year period shall be cancelled and forfeited unless exercised based upon targets adopted annually by the earlier of: (a) ninety (90) days after Board of Directors, which targets may be derived from budgets generated by Hanger’s management, and the Termination Date; determination as to the amount of such options or (b) restricted shares, if any, shall be at the expiration sole discretion of the stock option. Pursuant to the schedule set forth in Attachment A to this Agreement, 98,934 Board of Executive’s outstanding, unvested Options will be accelerated to vest on the Termination Date. These accelerated Options will be cancelled and forfeited unless exercised by the earlier of: (a) ninety (90) days after the Termination Date; or (b) the expiration of the stock option. All Options are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executive. Executive shall not be eligible to receive any equity-based awards in the futureDirectors. (b) Pursuant The options or restricted shares provided in subparagraph (a) of this Section 3.3 shall be evidenced by a stock option agreement or restricted share agreement (“Stock Agreement”) between the Executive and Hanger, which Stock Agreement shall provide for a vesting schedule of four (4) years, in equal parts, of the options or restricted shares granted thereunder. Notwithstanding any provisions now or hereafter existing under any stock incentive plan of Hanger, all options or restricted shares granted to the schedule set forth Executive shall vest in Attachment A to this Agreement, the restrictions on Executive’s 19,283 outstanding restricted shares of Company’s common stock (“Restricted Shares”) are hereby amended to no longer be subject to risk of forfeiture on full immediately upon the Termination Date. The 19,283 Restricted Shares may not be transferred until Date except for termination of employment pursuant to Section 6.3 or Section 6.5 hereof, and the following dates: 4,608 Restricted Shares may be transferred as of March 23Executive (or his estate or legal representative, 2016; 1,954 Restricted Shares may be transferred as of September 26if applicable) shall thereafter have twelve (12) months from such Termination Date to exercise such options, 2016; and 12,721 Restricted Shares may be transferred as of February 01, 2017. Executive and Company agree that Company shall not be required to issue any share to Executive before the date the share may be transferred, as set forth in this Paragraph 5(b), except to accommodate the sales of shares for tax purposes as set forth in Paragraph 5(c), below. All other shares of Executive’s Restricted Shares shall be forfeited on the Termination Date. All 19,283 Restricted Shares are subject to forfeiture for any breach as provided in the paragraph titled Breach by Executiveif applicable. (c) Notwithstanding any provisions now or hereafter existing under any stock option plan or restricted share plan of Hanger, in the event of a Change in Control (as hereinafter defined), all options or restricted shares provided to the Executive pursuant to Section 3.3(a) of the Original Agreement or any Stock Agreement shall be granted and Company acknowledge that shall immediately fully vest as of the Restricted Shares referenced date of such Change in Paragraph 5(b) shall constitute taxable income to Executive Control with such options or restricted shares being valued at the time closing price of lapse of risk of forfeiture Hanger’s common stock on the Termination Date; and that day prior to the Options referenced day of the Change in Paragraph 5(a) shall be taxable to Executive when such Options are exercised. Accordingly, Executive acknowledges the Executive’s obligations to pay all related applicable federal, state and local income and employment taxes, and that Company is required to withhold applicable taxes with respect to these Restricted Shares and vested Options. Accordingly, Executive hereby authorizes Company to withhold and surrender to Company a sufficient number of shares necessary to satisfy said withholding obligationsControl. (d) For purposes of this Agreement, a “Change in Control” shall be deemed to exist if: (i) a person, as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 (other than the Executive will earn all Performance Shares earned under or a group including the terms Executive), either (A) acquires twenty percent (20%) or more of Executive’s FY2013-FY2015 Performance Share Award Agreement. Executive’s Performance Share Grants for the FY2014-2016 combined voting power of the outstanding securities of Hanger having the right to vote in elections of directors and FY2015-2017 will be forfeited and Executive will receive a lump sum cash payout in the amount of $1,300,094 in lieu of any payment under these awards. Such payment will be made no later than fifteen such acquisition shall not have been approved within sixty (1560) days following April 22such acquisition by a majority of the Continuing Directors (as hereinafter defined) then in office, 2016. Executive will not be entitled or (B) acquires fifty percent (50%) or more of the combined voting power of the outstanding securities of Hanger having a right to vote in elections of directors; or (ii) Continuing Directors shall for any further payments relating reason cease to Performance Sharesconstitute a majority of the Board of Directors; or (iii) Hanger disposes of all or substantially all of the business of Hanger to a party or parties other than a subsidiary or other affiliate of Hanger pursuant to a partial or complete liquidation of Hanger, sale of assets (including stock of a subsidiary of Hanger) or otherwise; or (iv) the Board of Directors approves Hanger’s consolidation or merger with or into any other person (other than a wholly-owned subsidiary of Hanger), or any other person’s consolidation or merger with or into Hanger, which results in all or part of the outstanding shares of Stock being changed in any way or converted into or exchanged for stock or other securities or cash or any other property. (e) Executive is solely responsible for ensuring that For purposes of this Agreement, the Executive’s equity awards are properly credited, exercised and handled as provided by the terms term “Continuing Director” shall mean a member of the awards as modified by this Agreement. Executive acknowledges that Board of Directors who either was a member of the Executive may not rely Board of Directors on the Xxxxxxx Xxxxx website to determine the exercise date hereof or expiration dates who subsequently became a Director of Hanger and whose election, or nomination for election, was approved by a vote of at least two-thirds (2/3) of the Executive’s equity awards. Executive should direct any inquiries to the Atlanta Branch of Xxxxxxx Xxxxx at 000-000-0000; however, Company is not responsible for any incorrect information Executive might receive from Xxxxxxx XxxxxContinuing Directors then in office.